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Acceptance of long-term incentives, dealings by the company’s share trusts and dealings in the company’s securities
Mr Price Group Limited
(Registration number 1933/004418/06)
Incorporated in the Republic of South Africa
ISIN: ZAE000200457
JSE and A2X share code: MRP
(“Mr Price Group” or “Company”)
ACCEPTANCE OF LONG-TERM INCENTIVES, DEALINGS BY THE COMPANY’S SHARE TRUSTS
AND DEALINGS IN THE COMPANY’S SECURITIES
ACCEPTANCE OF LONG-TERM INCENTIVES BY DIRECTORS AND COMPANY SECRETARY
Acceptance of long-term incentives by Directors and Company Secretary
In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following
off-market acceptances of ordinary shares and options in respect of ordinary shares on 26 November
2019.
The routine long-term incentive schemes (LTI’s), which have been approved by shareholders, were
designed to be rolling in nature, such that shares vesting on an annual basis would be replaced by
additional awards. The dealings disclosed herein represent the ‘top up award’ for those LTI’s vesting
in November 2019. The final award made to the Director / Company Secretary is the difference
between the share price and the option strike price multiplied by number of options granted, subject to
meeting additional vesting criteria. If at maturity the share price is less than the option strike price the
option expires out of the money.
Mr Price Executive Director Share Scheme
Director Number of options Option strike price Total value of
granted transaction
Mark Blair 146 333 R164.83 R24,120,068*
Mark Stirton 52 048 R164.83 R 8,579,072*
Steve Ellis 23 762 R164.83 R3,916,690*
Mr Price Executive Forfeitable Share Plan (EFSP)
Director Vanilla Performance Total EFSP Share price Total value
award award awards on date of of
granted grant transaction
Mark Blair 13,477 13,477 26,954 R164.83 R4,442,828*
Mark Stirton 4,794 4,794 9,588 R164.83 R1,580,390*
Steve Ellis 2,188 2,188 4,376 R164.83 R721,296*
Company Vanilla Performance Total EFSP Share price Total value
Secretary award award awards on date of of
granted grant transaction
Janis 1,051 1,051 2,102 R 164.83 R 346,473*
Cheadle
Mr Price Executive Share Scheme
Company Number of options Total value of Option strike price
Secretary granted transaction
Janis Cheadle 11 408 R164.83 R1,880,381*
*Total value of transaction is not representative of the future award to be made. The share option value
is based on growth above the option strike price subject to performance hurdles being met.
In respect of the Mr Price Executive Director Share Scheme and Executive Share Scheme:
Share options vest in 5 years, on or about 22 November 2024, at a strike price of R164.83
Vesting is subject to certain employment criteria and the following structures:
- HEPS growth less than CPI+1%: 100% forfeited
- HEPS growth greater than or equal to CPI+1%: 33% vests, 67% forfeited
- HEPS growth greater than or equal to CPI+2%: 66% vests, 34% forfeited
- HEPS growth greater than or equal to CPI+3%: 100% vests, 0% forfeited
- HEPS growth greater than or equal to CPI+10%: 125% vests
- HEPS growth greater than or equal to CPI+15%: 150% vests
In respect of the EFSP:
Shares vest in 5 years, on or about 22 November 2024, at a strike price of RNil
Vesting is subject to certain employment criteria and the following structures:
- HEPS growth less than CPI+1%: 100% forfeited
- HEPS growth greater than or equal to CPI+1%: 20% vests, 80% forfeited
- HEPS growth greater than or equal to CPI+2%: 40% vests, 60% forfeited
- HEPS growth greater than or equal to CPI+3%: 60% vests, 40% forfeited
- HEPS growth greater than or equal to CPI+4%: 80% vests, 20% forfeited
- HEPS growth greater than or equal to CPI+5%: 100% vests
The nature of interest in respect of each of the above dealings is direct beneficial, the grant and
acceptances were authorised by the Remuneration and Nominations Committee and clearance to deal
in each instance was obtained from the Chairman.
DEALINGS IN SECURITIES BY THE COMPANY’S SHARE TRUSTS
Shareholders are advised that the Mr Price Executive Director Share Trust and the Mr Price Executive
Share Trust have, with prior clearance, effected an on-market purchase of a total of 36,964 ordinary
shares on behalf of senior members of Mr Price Group participating in the Executive Forfeitable Share
Plan (“EFSP”) to fulfil share awards granted to these participants under the EFSP.
These ordinary shares are held in trust on behalf of participants, who themselves receive the voting
rights and dividends during the vesting period. Such shares are restricted until all vesting criteria are
fulfilled, whereupon the ordinary shares shall vest. To the extent that the vesting criteria are not
fulfilled, the share awards are forfeited.
Share Trust: Mr Price Executive Director Share Trust
Date of transaction: 26 November 2019
Number of shares: 26,457
Volume weighted average price per share: R178.6585
Highest prices traded: R178.90
Lowest prices traded: R178.14
Total value of transaction: R4,726,767.93
Nature of interest: Direct, non-beneficial
Share Trust: Mr Price Executive Share Trust
Date of transaction: 26 November 2019
Number of shares: 10,507
Volume weighted average price per share: R178.6585
Highest prices traded: R178.90
Lowest prices traded: R178.14
Total value of transaction: R1,877,164.86
Nature of interest: Direct, non-beneficial
DEALING IN THE COMPANY’S SECURITIES
In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following
dealings in the Company’s securities by a third party intermediary (the “Intermediary”).
A hedging transaction was entered into with the Intermediary to enable the Company to settle its future
obligation to participants in the General, Senior, Executive and Executive Director Share Schemes (the
“Schemes”). The shares are due for delivery to the participants at various dates between 1 April 2023
and 15 March 2024.
Company: Mr Price Group Limited
Date of transaction: 26 November 2019
Nature and details of transaction Hedging transactions of securities to satisfy the future
by intermediary: obligations towards participants of the Scheme
Type of transaction: Off-market
Expiry date: 1 April 2023
Number of securities: 4,502
Strike Price: R283.41
Notional value of the transaction: R810,269.96
Class of securities: Ordinary Shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Expiry date: 29 May 2023
Number of securities: 63,932
Strike Price: R258.78
Notional value of the transaction: R11,506,481.36
Class of securities: Ordinary Shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Expiry date: 28 August 2023
Number of securities: 133,538
Strike Price: R226.62
Notional value of the transaction: R24,034,169.24
Class of securities: Ordinary Shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Expiry date: 22 November 2023
Number of securities: 1,327,578
Strike Price: R231,79
Notional value of the transaction: R238,937,488.44
Class of securities: Ordinary Shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Expiry date: 20 February 2024
Number of securities: 255,293
Strike Price: R209.83
Notional value of the transaction: R45,947,634.14
Class of securities: Ordinary Shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Expiry date: 15 March 2024
Number of securities: 49,335
Strike Price: R192.70
Notional value of the transaction: R8,879,313.30
Class of securities: Ordinary Shares
Nature of interest: Direct beneficial
Clearance obtained: Yes
Durban
2 December 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02-12-2019 03:00:00
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